The Great Escape — How To Remove Yourself as an Officer of a Company

Who must be registered as an Officer in the CRO?

The Companies Act 2014 defines an “Officer” as a director or secretary of a company. A company must, within 14 days, inform the CRO of any changes among its Officers, or any change in any of the particulars relating to an Officer. This duty is discharged when the company submits a form B10 to the CRO.

What do I do if the company will not file a form B10?

If an Officer resigns their position in a company, and the company fails to file a form B10, then the resignation will not be recognised by the CRO. The resignation of an Officer is not formally registered until the CRO records are amended.

Fortunately there is a mechanism which allows an Officer to register their own resignation with the CRO in the face of a continuing failure on the part of a company to do so.

What you should do?

Submit a letter of resignation to the company. This should be in the format set out by the CRO. You should always keep a copy of your signed and dated letter of resignation for your own records.

If the company has not registered your resignation after 14 days then issue a 21 day notice to the company. The notice should also be in the form approved by the CRO. The company is now officially on notice of your resignation, and your demand to have your resignation registered in the CRO.

If the company has not registered your resignation after 21 days then you may submit a form B69 to the CRO. The CRO will seek proof of a continuing failure, despite demand on the part of the company to file a form B10. The letter of resignation and the notice form the required proof and must be submitted to the CRO with the form B69.

Once the form B69 has been filed, the CRO will remove you as an Officer of the company.

For more information on Company Secretarial practice, please contact Paige Keating, Company Secretarial Manager, at cosec@reddycharlton.ie